1. Shares of the Company's Class A Common Stock received from the vesting of 1/12 of the restricted stock unit award granted on December 1, 2009.

2. Represents the portion of shares of Class A Common Stock that the Company determined to settle in cash to pay applicable tax withholding.

3. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

4. The restricted stock units were granted on December 1, 2009 under the Cognizant Technology Solutions 2009 Incentive Compensation Plan and vest in quarterly installments over three years, with 1/12th of the restricted stock units vesting on each quarterly vesting date so that the restricted stock units will be fully vested on the twelfth quarterly vesting date, December 1, 2012.

5. Excludes previously granted restricted stock units for an aggregate of 134,763 shares of Class A Common Stock, which have different vesting schedules.

Remarks:

/s/ Steven Schwartz on behalf of Rajeev Mehta, by Power of Attorney

03/05/2012

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).